GOODMAN GROUP — Director's Dealing 2011

Nov 24, 2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Goodman Group

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Gregory Leith Goodman
Date of last notice	30 May 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct – 5,955,992 Securities under Employee
	Securities Acquisition Plan
	Direct – 9,700,000 Options under Executive
	Option Plan
	Direct – 12,453,846 Performance Rights under
	Long Term Incentive Plan
	Indirect – Goodman Holdings Pty Limited has a
	relevant interest over 225,384,615 Stapled
	Securities.
Nature of indirect interest	Gregory Goodman is a director and has a
(including registered holder)	beneficial interest in Goodman Holdings Pty
Note: Provide details of the circumstances giving rise to the relevant	Limited.
interest.	Goodman Holdings Pty Limited has a relevant
	interest in securities held by Beeside Pty Limited
	as trustee for Beeside Trust through contracts
Date of change	25 November 2011
No. of securities held prior to change	Direct – Gregory Goodman 5,955,992 Securities
	under Employee Securities Acquisition Plan
	Direct – Gregory Goodman 9,700,000 Options
	under Executive Option Plan
	Direct – Gregory Goodman 7,553,846
	Performance Rights under Long Term Incentive
	Plan
	Indirect – Goodman Holdings Pty Limited has a
	relevant interest over 225,384,615 Stapled
	Securities

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

	Class	Ordinary Stapled Securities, Options,Performance Rights and relevant interests inordinary Stapled Securities.	Ordinary Stapled Securities, Options,Performance Rights and relevant interests inordinary Stapled Securities.
	Number acquired	4,900,000 Performance Rights under Long Term
		Incentive Plan
	Number disposed	Nil
	Vl/Cidti	Nil
	aueonseraonNote: If consideration is non-cash, provide details and estimated valuation
	No. of securities held after change	Direct – 5,955,992 Securities under EmployeeSecurities Acquisition PlanDirect – 9,700,000 Options under Executive
		Option PlanDirect – 12,453,846 Performance Rights underLong Term Incentive Plan
		Indirect – Goodman Holdings Pty Limited has arelevant interest over 225,384,615 StapledSecurities.
		Total Direct and Indirect interests 253,494,453
	Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Issue of 4,900,000 Performance Rights underLong Term Incentive Plan following approval atthe 2011 Annual General Meeting.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Not applicable
*Nature of interest*
Name of registered holder(if issued securities)
Date of change
No. and class of securities towhich interest related prior tochangeNote: Details are only required for a contractin relation to which the interest has changed
Interest acquired
Interest disposed
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation
Interest after change

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed No. above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3